Common use of Equipment and Real Property Covenants Clause in Contracts

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) (i) Borrowers shall, deliver or cause to be delivered to Agent written appraisals as to the Eligible Equipment in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders, and (ii) Borrowers shall, deliver or cause to be delivered to Agent written appraisals as to the Eligible Real Property in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders; (b) each Borrower and Guarantor shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted) in the ordinary course of business; (c) each Borrower and Guarantor shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) without limitation upon the rights of Borrower and Guarantor to dispose of Equipment pursuant to Section 9.7(b) hereof, each Borrower and Guarantor shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrowers or Guarantors in the ordinary course of business; (f) the Equipment is now and shall remain personal property and each Borrower and Guarantor shall not permit any of the Equipment to be or become a part of or affixed to Real Property; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) Borrowers and Guarantors shall, at their expense, (i) Borrowers shallnot less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base (provided, that, so long as Excess Availability is greater than such amount for such twelve (12) month period, with respect to Real Property with a fair market value of less than $1,000,000 108 as set forth in the appraisals most recently received by Administrative Agent with respect to such Real Property prior to the Effective Date, such appraisal shall be in the discretion of Administrative Agent for such Real Property which, in the aggregate, has a fair market value of less than $10,000,000), (ii) not less than two (2) times in any twelve (12) month period, if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and (iii) at any time or times as Administrative Agent may request on or after an Event of Default or at Administrative Agent’s own expense, deliver or cause to be delivered to Administrative Agent written appraisals as to the Eligible Equipment in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to and/or the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders, and (ii) Borrowers shall, deliver or cause to be delivered to Agent written appraisals as to the Eligible Real Property in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are is expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders; (b) each Borrower Borrowers and Guarantor Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted) in the ordinary course of business); (c) each Borrower Borrowers and Guarantor Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable lawslaws in all material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) without limitation upon the rights of Borrower Borrowers and Guarantor to dispose of Equipment pursuant to Section 9.7(b) hereof, each Borrower and Guarantor Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrowers such Borrower or Guarantors Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and each Borrower Borrowers and Guarantor Guarantors shall not permit any of the Equipment to be or become a part of or affixed to Real Propertyreal property (but not including for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (g) as between Administrative Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the Equipment and Real Property(but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) Borrowers and Guarantors shall, at their expense, (i) Borrowers shallnot less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base (provided, that, so long as Excess Availability is greater than such amount for such twelve (12) month period, with respect to Real Property with a fair market value of less than $1,000,000 as set forth in the appraisals most recently received by Administrative Agent with respect to such Real Property prior to the Effective Date, such appraisal shall be in the discretion of Administrative Agent for such Real Property which, in the aggregate, has a fair market value of less than $10,000,000), (ii) not less than two (2) times in any twelve (12) month period, if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and (iii) at any time or times as Administrative Agent may request on or after an Event of Default or at Administrative Agent’s own expense, deliver or cause to be delivered to Administrative Agent written appraisals as to the Eligible Equipment in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to and/or the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders, and (ii) Borrowers shall, deliver or cause to be delivered to Agent written appraisals as to the Eligible Real Property in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are is expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders; (b) each Borrower Borrowers and Guarantor Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted) in the ordinary course of business); (c) each Borrower Borrowers and Guarantor Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable lawslaws in all material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) without limitation upon the rights of Borrower Borrowers and Guarantor to dispose of Equipment pursuant to Section 9.7(b) hereof, each Borrower and Guarantor Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrowers such Borrower or Guarantors Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and each Borrower Borrowers and Guarantor Guarantors shall not permit any of the Equipment to be or become a part of or affixed to Real Propertyreal property (but not including for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (g) as between Administrative Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the Equipment and Real Property.(but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party). 107

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) Borrowers and Guarantors shall, at their expense, (i) Borrowers shallnot less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base (provided, that, so long as Excess Availability is greater than such amount for such twelve (12) month period, with respect to Real Property with a fair market value of less than $1,000,000 as set forth in the appraisals most recently received by Administrative Agent with respect to such Real Property prior to the Effective Date, such appraisal shall be in the discretion of Administrative Agent for such Real Property which, in the aggregate, has a fair market value of less than $10,000,000), (ii) not less than two (2) times in any twelve (12) month period, if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and (iii) at any time or times as Administrative Agent may request on or after an Event of Default or at Administrative Agent’s own expense, deliver or cause to be delivered to Administrative Agent written appraisals as to the Eligible Equipment in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to and/or the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders, and (ii) Borrowers shall, deliver or cause to be delivered to Agent written appraisals as to the Eligible Real Property in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are is expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders; (b) each Borrower 108 Borrowers and Guarantor Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted) in the ordinary course of business); (c) each Borrower Borrowers and Guarantor Guarantors shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable lawslaws in all material respects; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) without limitation upon the rights of Borrower Borrowers and Guarantor to dispose of Equipment pursuant to Section 9.7(b) hereof, each Borrower and Guarantor Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired repaired, replaced or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrowers such Borrower or Guarantors Guarantor in the ordinary course of business; (f) the Equipment is now and shall remain personal property and each Borrower Borrowers and Guarantor Guarantors shall not permit any of the Equipment to be or become a part of or affixed to Real Propertyreal property (but not including for this purpose any plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other fixtures not constituting trade fixtures); and (g) as between Administrative Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the use use, sale or other disposition of the Equipment and Real Property(but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party).

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: (a) Borrowers and Guarantors shall, at their expense, (i) Borrowers shallnot less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base (provided, that, so long as Excess Availability is greater than such amount for such twelve (12) month period, with respect to Real Property with a fair market value of less than $1,000,000 as set forth in the appraisals most recently received by Administrative Agent with respect to such Real Property prior to the Effective Date, such appraisal shall be in the discretion of Administrative Agent for such Real Property which, in the aggregate, has a fair market value of less than $10,000,000), (ii) not less than two (2) times in any twelve (12) month period, if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and (iii) at any time or times as Administrative Agent may request on or after an Event of Default or at Administrative Agent’s own expense, deliver or cause to be delivered to Administrative Agent written appraisals as to the Eligible Equipment in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s request, (B) in addition to and/or the appraisals delivered pursuant to clause (A) above, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default and (D) in addition to the appraisals delivered pursuant to clauses (A), (B) and (C) above, at any additional time or times as Agent may request at the expense of Lenders, and (ii) Borrowers shall, deliver or cause to be delivered to Agent written appraisals as to the Eligible Real Property in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are is expressly permitted to rely, (A) no more than one (1) time in any consecutive twelve (12) month period at Borrowers’ expense upon Agent’s requestprovided, (B) in addition to the appraisals delivered pursuant to clause (A) abovethat, one (1) additional time in each consecutive twelve (12) month period at Borrowers’ expense if (1) Excess Availability shall be less than $110,000,000 on any day during such consecutive twelve-month period, (C) in addition to the appraisals delivered pursuant to clauses (A) and (B) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of unless an Event of Default and exists or if Excess Availability at such time is less than thirty-five (D35%) in addition to percent of the appraisals delivered pursuant to clauses (A)Total Borrowing Base, (B) and (C) aboveAdministrative Agent, at its sole discretion after the request by Xxxxxxxxx, may agree to defer for a period of six months (but not more than two times during the term of this Agreement and not, with respect to Equipment, for consecutive six month periods) the delivery of any additional time or times as Agent may request at the expense of Lenderssuch appraisal required hereunder; (b) each Borrower Borrowers and Guarantor Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted) in the ordinary course of business); (c) each Borrower and Guarantor shall use the Equipment and Real Property with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming shall use; (e) without limitation upon the rights of Borrower and Guarantor to dispose of Equipment pursuant to Section 9.7(b) hereof, each Borrower and Guarantor shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrowers or Guarantors in the ordinary course of business; (f) the Equipment is now and shall remain personal property and each Borrower and Guarantor shall not permit any of the Equipment to be or become a part of or affixed to Real Property; and (g) each Borrower and Guarantor assumes all responsibility and liability arising from the use of the Equipment and Real Property.